[SOLVED]Dependent data validation from pivot tables

[SavageMoon]

ive never posted here so sorry for formating
its an old example but it worked really well.
however Im running into a situation where my "State" is somehow limiting the amount of data i can pull.

these are my data validation formulas im using in my program
so in my pivot table my list of "states" goes to around 13000
however my list of "CITIES" goes far beyond that about row 20000

coincidentally the i cant pull any "cities" that go past 13000
so to test i added another "STATE"
and now i can pull up to 13001

why is my formula restricting the amount of data i can pull.

does the offset mess with this?
i used it to keep my program running no matter how many "States" are added.

Formula					
state =OFFSET(Sheet2!$A$1,0,0,COUNTA(Sheet2!$A$1:$A$1000000),1)           range of states           					
statecity=OFFSET(Sheet2!$D$1,0,0,COUNTA(Sheet2!$D$1:$D$1000000),1)	    range of states with cities			  	
city header=OFFSET(statecity,0,1,1,1)					                           cell for the heading of cities
state number=MATCH(Sheet2!$P$14,state,0)					             row number of state in Firs
state city number=MATCH(Sheet2!$P$14,Statecity,0)					
state city next=MATCH(INDEX(state,stateNo+1),Statecity,0)					
city =OFFSET(cityHeader,StatecityNo-1,0,StatecityNext-StatecityNo,1)

I hope someone can help me with this.
and hopefully i dont look completely lost lol


in the image anything under the red line cant be seen in a the city data range
help.PNG